SEC Form 4 · accession 0001209191-18-056470
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Pincus
Director
Period of report
Oct 26, 2018
Accepted (ET)
Oct 29, 2018 · 6:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001439404
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Oct 26, 2018 | M | 13,736 | $0.00 | A | 37,738,451 | D | |
| Class A Common Stock | Oct 29, 2018 | M | 800,000 | $0.1282 | A | 38,538,451 | D | |
| Class A Common StockF4 | Oct 29, 2018 | S | 437,322 | $3.70 | D | 38,101,129 | D | |
| Class A Common StockF5 | holding | — | — | — | 27,765,634 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F6 | — | Oct 26, 2018 | M | 13,736 | D | — | May 2, 2025 | Class A Common Stock | 13,736 | 27,473 | D |
| Stock Option (Right to Buy) | $0.1282 | Oct 29, 2018 | M | 800,000 | D | Nov 19, 2009 | Nov 19, 2018 | Class A Common Stock | 800,000 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
- F2Pursuant to a domestic relations order, the reported amount reflects the reporting person's transfer of shares of Class A common stock to the reporting person's former spouse and the distribution of shares previously held jointly with the reporting person's former spouse.
- F3The transaction was effected pursuant to a Rule 10b5-1 plan.
- F4The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $3.58 to $3.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Shares held directly by Ogden Enterprises LLC. Mr. Pincus serves as manager and holds sole voting and dispositive power with respect to the shares held by Ogden Enterprises LLC.
- F6Vests as follows: 25% of the restricted stock units vest on each of July 26, 2018, October 26, 2018, and January 26, 2019, and 25% of the restricted stock units vest on the earlier of April 26, 2019 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through each vesting date.